Terms of Service

Overview

These Terms of Service (the "Terms") govern your use of DayPath (the "Licensed Application") and related service (the "Service") provided by the Pion Labs, Inc. ("Licensor") (the Licensed Application and Service are referred to collectively as the "App").

Agreement to Terms

By using the App, you agree to be bound by these Terms and by our Privacy Policy. If you don't agree to these Terms and our Privacy Policy, do not use the App.

Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the App or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the App after we have posted modified Terms on the App, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the App anymore. Because our App are evolving over time we may change or discontinue all or any part of the App, at any time and without notice, at our sole discretion.

Subscription Fees and Payment

We offer several types of Accounts with different payment plans, including a free limited subscription, an annual subscription, and a lifetime subscription. By using the App, you agree to pay in advance the applicable subscription fee, if any, as posted in the App, plus any applicable taxes and other fees that may accrue in relation to your use of the App. All fees are non-refundable and non-transferable unless otherwise provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Free Limited Subscription

We offer a free limited subscription during which you may use the App to view last seven (7) days of data without payment. You will also have limited access to some features.

Advance Payment of Subscription Fees

The subscription fee (plus any applicable taxes and other charges) will be charged to you at the beginning of the paying portion of your subscription. Annual subscriptions will be charged to you at the beginning of your subscription and each year thereafter at the then-current rate. Lifetime subscriptions will be charged in one advance payment at the beginning of your subscription at the then-current rate. For annual subscriptions, you will be automatically charged each year, on the calendar day corresponding to the date of commencement of your subscription. Annual subscription fees are billed in advance for the subsequent year and auto-renew as set forth below.

Recurring Payment

By entering into these Terms and electing an annual subscription, you acknowledge that your subscription has a recurring payment feature and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or by Licensor. Your annual or lifetime subscription continues until cancelled by you or we terminate access to or use of the App in accordance with these Terms.

Cancellation of Subscription

You may cancel your subscription at any time. All payments are non-refundable and non-transferable. You will not receive a refund of any portion of the subscription fee paid for the then-current subscription period at the time of cancellation. If you cancel, you can continue to enjoy your subscription through the end of your annual billing period. You can cancel through your app store operator. For example, if you have an iPhone, go to Settings, tap App and iTunes Stores, tap your Apple ID, tap View Apple ID, sign in if requested, then tap Manage under Subscriptions Please follow the instructions, if any, that we provide to you in response to your cancellation request.

We may terminate access to or use of the App, at our sole discretion, at any time and without prior notice. All fees are non-refundable. You acknowledge that Licensor is not required to provide a refund for any reason, and that you will not receive money or other compensation when your subscription is cancelled, whether such cancellation was voluntary or involuntary.

Subscription Price Changes

The price of subscriptions is subject to change at any time without notice. We reserve the right at any time to correct any inadvertent pricing errors, to change or revoke any limited-time offer, and to correct any errors, inaccuracies, or omissions in the App, including after you have been charged your subscription fee. If we change the price of your monthly or annual subscription, you have the option to cancel at any time before the new price is applied. Please see above for further information about cancellation.

Rights and Terms for the App

Subject to your compliance with these Terms, Lisensor grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App; or (d) make the functionality of the App available to multiple users through any means. Licensor reserves all rights in and to the App not expressly granted to you under these Terms.

Term and Termination

These Terms are effective until terminated by you or Licensor. Licensor may terminate these Terms and/or disable use of the App at any time, for any reason, and without any liability to you. Upon termination, the licenses granted to you shall cease and you shall promptly uninstall the App. The rights of Licensor which survive expiration or termination as provided in these Terms, the protections afforded to Licensor under the App Store Terms, and the sections in these Terms entitled "Rights and Terms for the App", "Term and Termination", "No Warranties", "Limitation of Liability", "Indemnification and Waiver", "Consents and Representations", "Governing Law; Venue", "Severability; No Waiver", "Use of Electronic Communications", "Entire Agreement" and "General" shall survive termination or expiration.

No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF APP AND SERVICE IS AT YOUR SOLE RISK AND THAT APP AND THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF APP OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR. IF YOU ARE DISSATISFIED WITH THE APP OR SERVICE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE APP AND SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LICENSOR OR A THIRD PARTY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

YOU AGREE THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR THE ACTIONS OF THIRD PARTIES IN CONNECTION WITH THE APP OR THE SERVICE. IN NO EVENT WILL LICENSOR AND ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO USE OF THE APP, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF TEN DOLLARS (U.S. $10.00). NOTHING HEREIN SHALL EXCLUDE OR LIMIT LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

Indemnification and Waiver

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD LICENSOR HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF EXPERTS, RESULTING FROM (I) ANY VIOLATION OR BREACH OF THESE TERMS BY YOU, (II) ANY ACTIVITY RELATED TO YOUR ACCESS TO OR USE OF THE SERVICE (INCLUDING NEGLIGENT OR WRONGFUL CONDUCT), OR (III) THE AUTHORIZED USE AND PROCESSING OF DATA PROVIDED BY YOU OR OBTAINED FROM THIRD PARTY SERVICES AT YOUR DIRECTION OR WITH YOUR CONSENT.

Consents and Representations

In addition to the consents provided by you elsewhere in these terms, you agree and consent to the following: (i) Licensor may send administration messages to you at the email address or phone number provided by you, and the App may include, service announcements, advertising, and administrative messages, and you will not be able to opt out of receiving them except in the event you terminate your rights as provided below; (ii) Licensor may transfer your Personal Data within and without the European Union, including but not limited to the U.S.A.; and (iii) Licensor may process and store your Personal Data in any country of the world. You represent and warrant that you have all necessary rights to grant all consents herein and that Licensor's exercise of the licenses and consents granted by you under these Terms will not violate applicable law or infringe or violate the rights of any party.

Governing Law; Venue

These Terms shall be governed by the laws of the United States and the State of California, without reference to conflict of laws principles. Any dispute between the parties regarding these Terms will be subject to the exclusive venue of the state and federal courts in the state of California of the United States of America in Santa Clara County. The parties hereby consent to the exclusive jurisdiction and venue of such courts. If you download an App for use in the United States, (i) any dispute between you and Licensor, specifically excluding actions by Licensor to enforce and protect its rights in the App, shall be resolved through binding arbitration conducted through the American Arbitration Association in San Francisco, California; (ii) you and Licensor agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding; (iii) unless both you and Licensor agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding; and (iv) you acknowledge and agree that you are waiving a right to litigate applicable disputes in court before a judge or jury. You agree that the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (1980) terms are hereby excluded in its entirety from application to these Terms.

Severability; No Waiver

If any provision is deemed invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect its intent, and the remaining provisions shall continue in full force and effect. The failure by either you or by Licensor to exercise or enforce any rights or provisions herein shall not constitute a waiver of such right or provision.

Use of Electronic Communications

You agree to the use of electronic communication to enter into agreements, contracts, place orders, and create other records and to the electronic delivery of notices, policies and changes thereto and records of transactions with Licensor.

Entire Agreement

The foregoing sets forth the entire understanding and complete and exclusive statement of the agreements between you and Licensor and supersedes any proposal or prior agreements or understandings between you and Licensor with respect thereto.

General

No rights granted to you may be assigned by you in whole or in part without the prior written approval of Licensor. Any assignment in violation of the foregoing shall be null and void. Licensor shall not be liable for any delay in the performance hereunder due to causes beyond its or their direct control, including but not limited to actions by third parties, an act of God, war or natural disaster. You have no third party beneficiaries. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.